AXA Property Trust Limited
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registered number 43007)
LEI Number: 213800AF85VEZMDMF931
(The “Company”)
NOTICE OF
EXTRAORDINARY GENERAL MEETING
27 December 2018
On 7 December 2018 the Board of
Directors announced that Outline Proposals (the “Outline
Proposals”) had been submitted to the Company by a member who
controls 29.8% of the Company’s shares, Mr. Blake Nixon. On 12
December 2018, the Board announced a subsequent receipt of a
member’s requisition from Mr. Nixon for a General Meeting of the
Company to be convened for the purposes of considering a
shareholder resolution to appoint Mr. Nixon to the Board (the
"Resolution"). Further to those announcements, the Company expects
to publish today a notice of an Extraordinary General Meeting to be
held on 23 January 2019 at which the
Resolution will be put to shareholders in the form of an ordinary
resolution. The Company has also issued an accompanying
letter to shareholders.
The Company also notes as a separate matter that it is holding
its Annual General Meeting on 28 December
2018 which will proceed as previously notified.
CURRENT UPDATE
The Board has consulted with the Company’s largest shareholders
on the Outline Proposals and has also received feedback from other
shareholders. The Directors note that whilst opinions vary, based
on information currently available and if shares controlled by Mr.
Nixon are excluded, more potential votes favour a continuation of
the current winding down strategy and a return of remaining capital
as soon as possible.
The Board will continue to work with Mr. Nixon to consider what
conditions should be met and what details determined, before any of
the Outline Proposals should be submitted to the UK Listing
Authority and circulated for consideration to shareholders. The
Board will also form a view based on an independent, objective and
impartial assessment and provide a recommendation at the same
time.
The principal issues that have arisen from the shareholder
consultation as well as the Board’s own consideration of the
Outline Proposals are as follows:
- there would not be any capital returns to shareholders from the
proceeds of the eventual disposal of the Curno property;
- there would not be a contribution to costs, or temporary waiver
of management fee, by Blake
Nixon;
- there is limited certainty on the extent of planned future
fundraises and on the future structural features of the
Company;
- potential Related Party restrictions under the Listing Rules of
the UK Listing Authority may apply; and
- the Outline Proposals are a material change of investment
objective and risk profile from that approved by shareholders with
over 75% of votes cast previously and as such, should receive an
unequivocal mandate from shareholders.
In considering their recommendation to shareholders regarding
the appointment of Mr. Nixon as a Director of the Company, the
Board is mindful of the need to retain full independence and
objectivity with respect to the Company’s future strategy. The
Directors believe that whilst discussions on the Outline Proposals
continue, and until the above reservations are addressed, this duty
of impartiality is best served by retaining the current Board
composition. The Board believes the appointment of Mr. Nixon to the
Board at this stage is premature and that it will be able to work
co?operatively and efficiently with him without the necessity of
appointing him as a Director whilst considering the Outline
Proposals.
The Board unanimously considers therefore that the Resolution is
not in the best interests of Shareholders as a whole at this stage
and is recommending that Shareholders vote against the
Resolution.
NEXT STEPS
The Board wishes to work with Mr. Nixon to determine whether
final proposals can be determined which are capable of being
recommended by Directors as being in the best interests of
shareholders as a whole. Once the outcome is confirmed, the Board
will re?consider exercising its powers to appoint Mr. Nixon to the
Board. In the meantime, the Board will continue to follow the
current managed wind?down strategy until such time as shareholders
approve any change. The Board will make a further announcement in
due course.
Company website:retail.axa-im.co.uk/axa-property-trust
All Enquiries:
Investment Manager
AXA Investment Managers UK Limited
Broker Services
7 Newgate Street
London EC1A 7NX
United Kingdom
Broker
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
United Kingdom
Tel: +44 (0)20 7710 7600
Company Secretary
Northern Trust International Fund
Administration Services (Guernsey)
Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Channel Islands